UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 2)

WESTERN MAGNESIUM CORPORATION

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

95855T102

(CUSIP Number)

December 31, 2022

(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(c)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following page(s)

Page 1 of 5 Pages

CUSIP No. 95855T102

13G/A

Page 2 of 5 Pages

1.	NAMES OF REPORTING PERSON

		S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

		Alpha Capital Anstalt
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

		(a) ☐
		(b) ☐
3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Liechtenstein
5.	SOLE VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON – 44,981,551 Shares of Common Stock (1)

6.	SHARED VOTING POWER - None

7.	SOLE DISPOSITIVE POWER – 44,981,551 Shares of Common Stock (1)

8.	SHARED DISPOSITIVE POWER – None

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -

		44,981,551 Shares of Common Stock (1)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☒


		The aggregate amount in Row 9 represents the maximum amount that Alpha Capital Anstalt can beneficially control under a contractually stipulated 9.99% ownership restriction. The full conversion and/or exercise of Alpha Capital Anstalt’s securities would exceed this restriction

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

		9.99% (1)
12.	TYPE OF REPORTING PERSON

		CO

(1)

Based on 450,265,776 shares outstanding as reported on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2022 for the period ended July 31, 2022.

CUSIP No. 95855T102

13G/A

Page 3 of 5 Pages

ITEM 1 (a) NAME OF ISSUER: Western Magnesium Corporation, a Delaware corporation

ITEM 1 (b) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

900-580 Hornby Street, Vancouver, BC, Canada, V6C 3B6

ITEM 2 (a) NAME OF PERSON FILING: Alpha Capital Anstalt

ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

Altenbach 8, FL-9490 Vaduz, Liechtenstein

ITEM 2 (c) CITIZENSHIP: Liechtenstein

ITEM 2 (d) TITLE OF CLASS OF SECURITIES: Common Stock

ITEM 2 (e) CUSIP NUMBER: 95855T102

ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B): Not applicable

ITEM 4 OWNERSHIP

(a) AMOUNT BENEFICIALLY OWNED: 44,981,551 Shares of Common Stock (1)

(b) PERCENT OF CLASS: 9.99% (1)

(i) SOLE POWER TO VOTE OR DIRECT THE VOTE

44,981,551 Shares of Common Stock (1)

(ii) SHARED POWER TO VOTE OR DIRECT THE VOTE

0 Shares

(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

44,981,551 Shares of Common Stock (1)

(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

0 Shares

CUSIP No. 95855T102

13G/A

Page 4 of 5 Pages

ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

Not applicable

ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

Not applicable

ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

Not applicable

ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP

Not applicable

ITEM 9 NOTICE OF DISSOLUTION OF GROUP

Not applicable

CUSIP No. 95855T102

13G/A

Page 5 of 5 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	February 6, 2023
	(Date)

	/s/ Konrad Ackermann
	(Signature)

	Konrad Ackermann, Director
	(Name/Title)

Western Magnesium Corp. SC 13G/A